Thursday, August 12, 2004 8:41:21 AM
Form 10-Q for E DIGITAL CORP
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12-Aug-2004
Quarterly Report
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
THE FOLLOWING DISCUSSION INCLUDES FORWARD-LOOKING STATEMENTS WITH RESPECT TO THE COMPANY'S FUTURE FINANCIAL PERFORMANCE. ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE CURRENTLY ANTICIPATED AND FROM HISTORICAL RESULTS DEPENDING UPON A VARIETY OF FACTORS, INCLUDING THOSE DESCRIBED BELOW AND UNDER THE SUB-HEADING, "BUSINESS RISKS." SEE ALSO THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED MARCH 31, 2003.
General
e.Digital Corporation is a holding company that operates through a wholly-owned California subsidiary of the same name and is incorporated under the laws of Delaware. The Company offers to Original Equipment Manufacturers ("OEM") and Original Design Manufacturers ("ODM") engineering services, as well as complete reference designs and technology platforms with a focus on digital video, music/voice, voice/video and player/recorders.
We offer our engineering services and technologies to OEMs and ODMs with a focus on developing digital video, music, and voice players/recorders with potential wireless capabilities using the latest in digital storage media (a device used to store data) and technology. OEMs/ODMs are business customers that license or purchase our products or our technology to embed in their own products. We offer complete reference designs (working, full-featured designs sometimes implemented as prototypes that can be customized to a customers' preferred look and feel or branded and sold as they are, according to the customer's wishes) and technology platforms (basic working technology that can be developed into a finished consumer product, or incorporated into an existing consumer product design) for private labeling by OEMs/ODMs. We may sometimes integrate our OEMs/ODMs unique or proprietary features and/or technology into new products for their product lines. We focus our marketing efforts on OEMs/ODMs in various digital processing markets including digital music, dictation equipment, consumer electronics, digital image and video and other electronic product markets.
We have relationships with manufacturers with facilities in the United States, China and Korea. We have expertise in developing, performing and overseeing manufacturing processes. We apply our technology and expertise in providing manufacturing supervision, documentation, and quality control services to products for our OEM/ODM customers.
Services offered include custom hardware, firmware (an instruction set programmed into a chip which determines the product's functionality and user interface), software development, technology platform development, product design, manufacturing services, fulfillment services, warranty services, and licensing of our patented file management systems. Our revenues may result from the sale of products, product royalties, fees from engineering services, industrial order fulfillment, technical support services, warranty services and/or design services. In some cases, we rely on outside subcontractors to perform services including manufacturing, testing and certification, industrial design, and assembly.
We incurred operating losses in each of the last three fiscal years and these losses have been material. We incurred operating losses of $3.5 million, $6.7 million and $5.8 million in fiscal year 2004, 2003 and 2002, respectively. At June 30, 2004, we had a working capital deficit of $1.2 million. Our monthly cash operating costs level is approximately $215,000 per month. However, we may increase expenditure levels in future periods to support and expand our OEM/ODM revenue opportunities and continue advanced product and technology research and development. Accordingly, our losses are expected to continue until such time as we are able to realize supply, licensing, royalty, sales, and development revenues sufficient to cover the fixed costs of operations. We continue to be subject to the risks normally associated with any new business activity, including unforeseeable expenses, delays and complications. Accordingly, there is no guarantee that we can or will report operating profits in the future.
Since March 31, 2002, we have experienced substantial reduction in cash, projected revenues and increased costs that adversely affect our current results of operations and liquidity. Our operating plans require additional funds which may take the form of debt or equity financings. There can be no assurance that any additional funds will be available to our company on satisfactory terms and conditions, if at all. Our Company's ability to continue as a going concern is in substantial doubt and is dependent upon achieving a profitable level of operations and, if necessary, obtaining additional financing.
Management of our Company has undertaken steps as part of a plan to improve operations with the goal of sustaining our operations for the next twelve months and beyond. These steps include (a) delivering digital products produced under contract for OEMs; (b) expanding sales and marketing to additional OEM customers and markets; (c) controlling overhead and expenses; and (d) raising additional capital and/or financing. There can be no assurance the Company can successfully accomplish these steps and it is uncertain the Company will achieve a profitable level of operations in the future or without additional financing.
Critical Accounting Policies
The discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including those related to product returns, bad debts, inventory valuation, intangible assets, financing operations, warranty obligations, estimated costs to complete research contracts and contingencies and litigation. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of our consolidated financial statements.
We recognize license revenue and product revenue upon shipment of a product to the customer, FOB destination or FOB shipping point depending on the specific contract term, if a signed contract exists, the fee is fixed and determinable, collection of resulting receivables is probable and there are no resulting obligations. With most of our consumer electronics retailers, we do not meet the criteria for revenue recognition upon shipment and therefore only recognize the revenue as the product is sold through our customer to the ultimate end-user. Research and development contract revenues on short-term projects or service revenue is recognized once the services or product has been delivered, the fee is fixed and determinable, collection of the resulting receivable is probable and there are no resulting obligations. If all of the service or product has been delivered and there is one element that is perfunctory to the services or product that has not been delivered, revenue will be recognized evenly over the remaining term of the undelivered element. Research and development contract revenue on long-term projects is recognized on the percentage of completion method. Funds received in advance of meeting the criteria for revenue recognition are deferred and are recorded as revenue as they are earned. If the costs we incur on a contract are expected to exceed the anticipated revenue we will record the loss in the period in which the facts that give rise to the revision becomes known.
We record estimated reductions to revenue for anticipated product returns, discounts offered to our customers and volume-based incentives. If market conditions were to decline, we may take actions to increase the discounts offered for future sales which will result in an incremental reduction of revenue at the time the discounts are offered.
We maintain allowances for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments. If the financial condition of our customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required.
We have provided full valuation reserve related to our substantial deferred tax assets. In the future, if sufficient evidence of our ability to generate sufficient future taxable income in certain tax jurisdictions becomes apparent, we may be required to reduce our valuation allowances, resulting in income tax benefits in our consolidated statement of operations. We evaluate the realizability of the deferred tax assets and assess the need for valuation allowance quarterly. The utilization of the net operating loss carryforwards could be substantially limited due to restrictions imposed under federal and state laws upon a change in ownership.
Under our bylaws, we have agreed to indemnify our officers and directors for certain events. We also enter into certain indemnification agreements in the normal course of our business. The Company has no liabilities recorded for such indemnities.
We do not have off-balance sheet arrangements, financings, or relationships with unconsolidated entities or other persons, also known as "special purposes entities" (SPEs).
Results of Operations
For the first three months of fiscal 2005, we reported total revenues of $ 93,164 a 92 % decrease from total revenues of $1,153,991 for the first three months of fiscal 2004. Product revenues for the quarter ending June 30, 2004 were $61,448 compared to $1,010,971 for the quarter ending June 30, 2003. The $949,523 decrease in product revenues resulted primarily from orders we expected to ship in June commenced in July 2004. We have received purchase orders for approximately $2.0 million of which $1,035,625 has been received and is recorded as customer deposits. The entire backlog is expected to ship in the quarter ending September 30, 2004.
Service revenues for the first three months of fiscal 2004 were $31,716 compared to $143,020 for the comparable period of the prior year. The timing and amount of service revenues is dependent upon a limited number of projects. At June 30, 2004 we had $155,275 of deferred revenue from development contracts that will be recognized based on the terms and conditions of each agreement.
Cost of sales for the three months ended June 30, 2004 consisted of $17,725 of product costs and $6,800 of service costs, consisting mostly of research and development labor funded in part by OEM development agreements. Although we do not anticipate any significant future contract losses, we cannot guarantee that we can maintain positive gross margins in the future or with future customers.
Gross profit for the first three months of fiscal 2005 was $68,639 compared to $70,858 for the first three months of Fiscal 2004. Gross profit as a percent of sales for the first quarter of fiscal 2005 was 74% compared to 6% for the same period last year. The increase in gross profit can be attributed to the positive margins and royalty receipts on OEM products. Although we do not anticipate any significant future contract losses we cannot guarantee that we can maintain positive gross margins in the future or with future customers.
Total operating expenses (consisting of research and related expenditures and selling and administrative expenses) for the three months ended June 30, 2004, were $773,156, as compared to $580,091 for the three months ended June 30, 2003. Selling and administrative costs aggregated $346,241 for the first three months of fiscal 2003 compared to $379,426 in the prior period. The $33,185 decrease in selling and administrative costs resulted primarily from the decrease in personnel and benefit costs.
Research and related expenditures for the three months ended June 30, 2004 were $426,915, as compared to $200,665 for the three months ended June 30, 2003. The increase of $226,250 can be attributed to an increase of $23,000 for outside engineering services and the allocation of personnel costs of $180,453 to cost of goods in fiscal 2004. Research and development costs are subject to significant quarterly variations depending on the use of outside services, the assignment of engineers to development projects, reimbursement by OEM contracts and the availability of financial resources.
We reported an operating loss of $704,517 for the three months ended June 30, 2004, as compared to an operating loss of $509,233 for the three months ended June 30, 2003. The increase in operating loss resulted primarily from the delay in orders that have since been placed and are currently being manufactured and shipped. We believe, but we can not guarantee, that our strategy of investing in OEM and ODM developments with supply or royalty provisions will continue to provide positive margins in future periods. The timing and amount of product sales and the recognition of contract service revenues impact our operating losses. Accordingly, there is uncertainty about future operating results and the results for the three months are not necessarily indicative of operating results for future periods or the fiscal year.
We reported reduced interest expense of $30,179 for the three months ended June 30, 2004 versus $35,166.
We reported a loss on disposal of assets of $36,713 for the three months ended June 30, 2003 due to the shut-down of our wedig.com music site.
We reported a loss for the first three months of fiscal 2005 of $734,697 as compared to a loss of $581,112 for the prior first three months of fiscal 2004.
The loss attributable to Common Stockholders for the three months ended June 30, 2004 and 2003 was $782,153 and $642,612, respectively. Included in the loss available to Common Stockholders for the period ending June 30, 2004 were accrued dividends on the Series D and Series E stock of $38,039 and $9,418, respectively. Included in the loss available to Common Stockholders for the period ending June 30, 2003 were accrued dividends of $61,500 on the Series D stock issued in December 2002.
Liquidity and Capital Resources
At June 30, 2004, we had working capital deficit of $1,228,886 compared to a working capital deficit of $1,096,104 at March 31, 2004. We had no working capital invested in inventory at June 30, 2004. Cash used in operating activities for the three month period ended June 30, 2004 was $437,677 resulting primarily from the $734,696 loss for the period, an increase of $801,627 in prepaid expenses and other, a decrease of $21,168 in deferred revenue and a decrease of $25,749 in accrued employee benefits offset by a decrease of $33,857 in accounts receivable, an increase of $76,432 in other accounts payable and an increase of $1,035,625 in customer deposits. During the three months ended June 30, 2004, the Company purchased $8,138 in property and equipment.
For the three months ended June 30, 2004, cash provided by financing activities was $664,650 resulting primarily from $660,000 proceeds from issuance of 12% Subordinated Promissory Notes, and $4,650 proceeds from exercise of stock options. For the three months ended June 30, 2004, net cash and cash equivalents increased by $218,835.
At June 30, 2004, we had net accounts receivable of $2,294 as compared to $36,151 at March 31, 2004. The decrease in receivables is attributed to the Company's policy to grant payment upon receipt terms to its OEM customers. Receivables can vary dramatically due to the timing of product shipments and contract arrangements on development agreements.
At June 30, 2004, we had cash and cash equivalents of $686,789. Other than cash and cash equivalents and accounts receivable, we have no material unused sources of liquidity at this time. We have no material commitments for capital expenditures or resources. Based on our cash position assuming (a) continuation of existing OEM arrangements, and (b) currently planned expenditures and level of operation, we believe we will require approximately $1,000,000 of additional funds for the next twelve months of operations plus amounts required to make payments on the 15% Unsecured Note and the 12% Subordinated Promissory Note. However, actual results could differ significantly from management plans. We believe we may be able to obtain additional funds from future product margins from branded and OEM product sales but actual future margins to be realized, if any, and the timing of shipments and the amount and quantities of shipments, orders and reorders are subject to many factors and risks, many outside our control. We have a forebearance agreement on the $750,000 principal and accrued interest on the 15% Unsecured Note and the timing and schedule of amounts due thereafter are not currently known. Accordingly we may need to seek equity or debt financing in the next twelve months for working capital if product margins are insufficient and we may need to seek equity or debt financing for payments of the 15% Unsecured Note (or renegotiate terms thereon) and other obligations reflected on our balance sheet.
There can be no guarantee that we will be able to raise additional equity or debt financing, if required, and/or renegotiate the terms of debts as they arise. We may also require additional capital to finance future developments and improvements to our technologies or develop new technologies.
Should additional funds not be available, we may be required to curtail or scale back staffing or operations. Failure to obtain additional financings will have a material adverse affect on our Company. Potential sources of such funds include exercise of outstanding warrants and options, or debt financing or additional equity offerings. However, there is no guarantee that warrants and options will be exercised or that debt or equity financing will be available when needed. Any future financing may be dilutive to existing stockholders.
Future Commitments and Financial Resources
We have an accrued lease liability of $515,000 that arose in the normal course of business for equipment delivered to the Company. This amount is approximately five years old. The accrued lease liability reflects management's best estimate of amounts due for matters in dispute. Settlement of this liability may either be more or less than the amount recorded in the audited consolidated financial statements and accordingly may be subject to measurement uncertainty in the near term.
In the future, if our operations increase significantly, we may require additional funds. We also may require additional capital to finance future developments, acquisitions or expansion of facilities. We currently have no plans, arrangements or understandings regarding any acquisitions.
In September 2000, we entered into a three-year sublease agreement, which expired on July 31, 2003. From the date of expiration until December 2003, the Company leased the property on a month-to-month basis. On January 1, 2004, the Company amended the lease for approximately 7,750 square feet with an aggregate monthly payment of $9,291 inclusive of utilities and costs expiring on July 31, 2006.
Certain Factors That May Affect Our Business, Future Results and Financial Condition
In addition to the other information in this Form 10-Q, the factors listed below should be considered in evaluating our business and prospects. This Form 10-Q contains a number of forward-looking statements that reflect our current views with respect to future events and financial performance. These forward-looking statements are subject to certain risks and uncertainties, including those discussed below and elsewhere herein, that could cause actual results to differ materially from historical results or those anticipated. In this report, the words "anticipates," "believes," "expects," "intends," "future" and similar expressions identify forward-looking statements. Readers are cautioned to consider the specific factors described below and not to place undue reliance on the forward-looking statements contained herein, which speak only as of the date hereof. We undertake no obligation to publicly revise these forward-looking statements, to reflect events or circumstances that may arise after the date hereof.
Financial Risks
We Have a History of Losses and May Incur Future Losses. We have incurred significant operating losses in prior fiscal years and at June 30, 2004 had an accumulated deficit of $69.0 million. We had losses of approximately $3.5 million, $6.7 million and $5.8 million in fiscal 2004, 2003 and 2002, respectively. To date, we have not achieved profitability and given the level of operating expenditures and the uncertainty of revenues and margins, we will continue to incur losses and negative cash flows in future periods. The failure to obtain sufficient revenues and margins to support operating expenses could harm our business.
We do not Anticipate Paying Dividends. We have never paid any cash dividends on our Common Stock and do not anticipate paying any cash dividends in the foreseeable future. We currently intend to retain any future earnings to fund the development and growth of our business. An investment in our Common Stock, therefore, may be more suitable for an investor that is seeking capital appreciation rather than current yield and, as a consequence, may be more speculative. Accordingly, investors should not purchase our Common Stock with an expectation of receiving regular dividends.
We Expect Our Operating Results To Fluctuate Significantly - Our quarterly and annual operating results have fluctuated significantly in the past and we expect that they will continue to fluctuate in the future. This fluctuation is a result of a variety of factors, including the following:
o Unpredictable demand and pricing for our contract development services
o Market acceptance of our OEM/ODM products by end users
o Uncertainties with respect to future customer product orders, their timing and the margins to be received, if any
o Fluctuations in operating costs
o Changes in research and development costs
o Changes in general economic conditions
o Changes in technology
o Short product lifecycles
We May Experience Product Delays, Cost Overruns and Errors Which Could Adversely Affect our Operating Performance and Ability to Remain Competitive. We have experienced development delays and cost overruns associated with contract development services in the past. We may experience additional delays and cost overruns on current projects or future projects. Future delays and cost overruns could adversely affect our financial results and could affect our ability to respond to technological changes, evolving industry standards, competitive developments or customer requirements. Our technology, the results of our contract services and the products produced for OEM/ODM customers could contain errors that could cause delays, order cancellations, contract terminations, adverse publicity,
reduced market acceptance of products, or lawsuits by our customers or others who have acquired our products, including OEM/ODM products.
We May Need to Obtain Additional Financing to Continue Operating our Business. We believe that with cash on hand and proceeds from existing development and production contracts and product sales, we have sufficient proceeds to meet cash requirements for the next six months. However, we may need to raise additional funds to:
o Finance unanticipated working capital requirements
o Pay for increased operating expenses or shortfalls in anticipated revenues
o Fund increases in research and development costs
o Develop new technology, products or services
o Respond to competitive pressures
o Support strategic and industry relationships
o Fund the marketing of our products and services
In the event additional funds are required, we cannot assure you that such additional financing will be available on terms favorable to us, or at all. If adequate funds are not available to us then we may not be able to continue operations or take advantage of opportunities. If we raise additional funds through the sale of equity, the sale of Common Stock hereunder, the percentage ownership of our stockholders will be reduced.
Unless We Obtain Adequate Financing and Increase Our Revenues We May Be Unable to Continue as a Going Concern. We have experienced substantial reduction is cash, projected revenues and increased costs that adversely affected our results of operations and cash flows. Our Company has suffered recurring losses from operations. This factor, in combination with (i) reliance upon debt and new equity financing to fund the continuing, losses from operations and cash flow deficits, (ii) material net losses and cash flow deficits from operations during fiscal 2004, fiscal 2003 and prior years and (iii) the possibility that we may be unable to meet our debts as they come due, raise substantial doubt about our ability to continue as a going concern. Our Company's ability to continue as a going concern is dependent upon our ability to obtain adequate financing and achieve a level of revenues, adequate to support our capital and operating requirements, as to which no assurance can be given. In the event we are unable to continue as a going concern, we may elect or be required to seek protection from our creditors by filing a voluntary petition in bankruptcy or may be subject to an involuntary petition in bankruptcy. To date, management has not considered this alternative, nor does management view it as a likely occurrence. Our auditors have included in their report an explanatory paragraph describing conditions that raise substantial doubt about our ability to continue as a going concern.
Risks Related to Sales, Marketing and Competition
We May Be Unable to Successfully Compete in the Electronic Products Market Which is Highly Competitive and Subject to Rapid Technological Change. We compete in the market for electronics products which is intensely competitive and subject to rapid technological change. The market is also impacted by evolving industry standards, rapid price changes and rapid product obsolescence. Our competitors include a number of large foreign companies with U.S. operations and a number of domestic companies, many of which have substantially greater financial, marketing, personnel and other resources. Our current competitors or new market entrants could introduce new or enhanced technologies or products with features that render the Company's technology or products obsolete or less marketable, or could develop means of producing competitive products at a lower cost. Our ability to compete successfully will depend in large measure on our ability to maintain our capabilities in connection with upgrading products and quality control procedures and to adapt to technological changes and advances in the industry. Competition could result in price reductions, reduced margins, and loss of contracts, any of which could harm our business. There can be no assurance that we will be able to keep pace with the technological demands of the marketplace or successfully enhance our products or develop new products that are compatible with the products of the electronics industry.
We Rely on a Limited Number of Customers for Revenue. Historically, a substantial portion of our revenues has been derived primarily from a limited number of customers. For the three months ended June 30, 2004 and 2003 two customers accounted for approximately 88% and 72% of revenues, respectively. The failure to receive orders for and produce OEM/ODM products or a decline in the economic prospects of our customers or the products we may produce for sale may have a material adverse effect on our operations.
If We Are Unsuccessful in Achieving Market Acceptance of Our Products, It Could Harm Our Business. Sales and marketing strategy contemplates sales of developed products to the electronics and computer software market, by e.Digital or its . . .
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12-Aug-2004
Quarterly Report
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
THE FOLLOWING DISCUSSION INCLUDES FORWARD-LOOKING STATEMENTS WITH RESPECT TO THE COMPANY'S FUTURE FINANCIAL PERFORMANCE. ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE CURRENTLY ANTICIPATED AND FROM HISTORICAL RESULTS DEPENDING UPON A VARIETY OF FACTORS, INCLUDING THOSE DESCRIBED BELOW AND UNDER THE SUB-HEADING, "BUSINESS RISKS." SEE ALSO THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED MARCH 31, 2003.
General
e.Digital Corporation is a holding company that operates through a wholly-owned California subsidiary of the same name and is incorporated under the laws of Delaware. The Company offers to Original Equipment Manufacturers ("OEM") and Original Design Manufacturers ("ODM") engineering services, as well as complete reference designs and technology platforms with a focus on digital video, music/voice, voice/video and player/recorders.
We offer our engineering services and technologies to OEMs and ODMs with a focus on developing digital video, music, and voice players/recorders with potential wireless capabilities using the latest in digital storage media (a device used to store data) and technology. OEMs/ODMs are business customers that license or purchase our products or our technology to embed in their own products. We offer complete reference designs (working, full-featured designs sometimes implemented as prototypes that can be customized to a customers' preferred look and feel or branded and sold as they are, according to the customer's wishes) and technology platforms (basic working technology that can be developed into a finished consumer product, or incorporated into an existing consumer product design) for private labeling by OEMs/ODMs. We may sometimes integrate our OEMs/ODMs unique or proprietary features and/or technology into new products for their product lines. We focus our marketing efforts on OEMs/ODMs in various digital processing markets including digital music, dictation equipment, consumer electronics, digital image and video and other electronic product markets.
We have relationships with manufacturers with facilities in the United States, China and Korea. We have expertise in developing, performing and overseeing manufacturing processes. We apply our technology and expertise in providing manufacturing supervision, documentation, and quality control services to products for our OEM/ODM customers.
Services offered include custom hardware, firmware (an instruction set programmed into a chip which determines the product's functionality and user interface), software development, technology platform development, product design, manufacturing services, fulfillment services, warranty services, and licensing of our patented file management systems. Our revenues may result from the sale of products, product royalties, fees from engineering services, industrial order fulfillment, technical support services, warranty services and/or design services. In some cases, we rely on outside subcontractors to perform services including manufacturing, testing and certification, industrial design, and assembly.
We incurred operating losses in each of the last three fiscal years and these losses have been material. We incurred operating losses of $3.5 million, $6.7 million and $5.8 million in fiscal year 2004, 2003 and 2002, respectively. At June 30, 2004, we had a working capital deficit of $1.2 million. Our monthly cash operating costs level is approximately $215,000 per month. However, we may increase expenditure levels in future periods to support and expand our OEM/ODM revenue opportunities and continue advanced product and technology research and development. Accordingly, our losses are expected to continue until such time as we are able to realize supply, licensing, royalty, sales, and development revenues sufficient to cover the fixed costs of operations. We continue to be subject to the risks normally associated with any new business activity, including unforeseeable expenses, delays and complications. Accordingly, there is no guarantee that we can or will report operating profits in the future.
Since March 31, 2002, we have experienced substantial reduction in cash, projected revenues and increased costs that adversely affect our current results of operations and liquidity. Our operating plans require additional funds which may take the form of debt or equity financings. There can be no assurance that any additional funds will be available to our company on satisfactory terms and conditions, if at all. Our Company's ability to continue as a going concern is in substantial doubt and is dependent upon achieving a profitable level of operations and, if necessary, obtaining additional financing.
Management of our Company has undertaken steps as part of a plan to improve operations with the goal of sustaining our operations for the next twelve months and beyond. These steps include (a) delivering digital products produced under contract for OEMs; (b) expanding sales and marketing to additional OEM customers and markets; (c) controlling overhead and expenses; and (d) raising additional capital and/or financing. There can be no assurance the Company can successfully accomplish these steps and it is uncertain the Company will achieve a profitable level of operations in the future or without additional financing.
Critical Accounting Policies
The discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including those related to product returns, bad debts, inventory valuation, intangible assets, financing operations, warranty obligations, estimated costs to complete research contracts and contingencies and litigation. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of our consolidated financial statements.
We recognize license revenue and product revenue upon shipment of a product to the customer, FOB destination or FOB shipping point depending on the specific contract term, if a signed contract exists, the fee is fixed and determinable, collection of resulting receivables is probable and there are no resulting obligations. With most of our consumer electronics retailers, we do not meet the criteria for revenue recognition upon shipment and therefore only recognize the revenue as the product is sold through our customer to the ultimate end-user. Research and development contract revenues on short-term projects or service revenue is recognized once the services or product has been delivered, the fee is fixed and determinable, collection of the resulting receivable is probable and there are no resulting obligations. If all of the service or product has been delivered and there is one element that is perfunctory to the services or product that has not been delivered, revenue will be recognized evenly over the remaining term of the undelivered element. Research and development contract revenue on long-term projects is recognized on the percentage of completion method. Funds received in advance of meeting the criteria for revenue recognition are deferred and are recorded as revenue as they are earned. If the costs we incur on a contract are expected to exceed the anticipated revenue we will record the loss in the period in which the facts that give rise to the revision becomes known.
We record estimated reductions to revenue for anticipated product returns, discounts offered to our customers and volume-based incentives. If market conditions were to decline, we may take actions to increase the discounts offered for future sales which will result in an incremental reduction of revenue at the time the discounts are offered.
We maintain allowances for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments. If the financial condition of our customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required.
We have provided full valuation reserve related to our substantial deferred tax assets. In the future, if sufficient evidence of our ability to generate sufficient future taxable income in certain tax jurisdictions becomes apparent, we may be required to reduce our valuation allowances, resulting in income tax benefits in our consolidated statement of operations. We evaluate the realizability of the deferred tax assets and assess the need for valuation allowance quarterly. The utilization of the net operating loss carryforwards could be substantially limited due to restrictions imposed under federal and state laws upon a change in ownership.
Under our bylaws, we have agreed to indemnify our officers and directors for certain events. We also enter into certain indemnification agreements in the normal course of our business. The Company has no liabilities recorded for such indemnities.
We do not have off-balance sheet arrangements, financings, or relationships with unconsolidated entities or other persons, also known as "special purposes entities" (SPEs).
Results of Operations
For the first three months of fiscal 2005, we reported total revenues of $ 93,164 a 92 % decrease from total revenues of $1,153,991 for the first three months of fiscal 2004. Product revenues for the quarter ending June 30, 2004 were $61,448 compared to $1,010,971 for the quarter ending June 30, 2003. The $949,523 decrease in product revenues resulted primarily from orders we expected to ship in June commenced in July 2004. We have received purchase orders for approximately $2.0 million of which $1,035,625 has been received and is recorded as customer deposits. The entire backlog is expected to ship in the quarter ending September 30, 2004.
Service revenues for the first three months of fiscal 2004 were $31,716 compared to $143,020 for the comparable period of the prior year. The timing and amount of service revenues is dependent upon a limited number of projects. At June 30, 2004 we had $155,275 of deferred revenue from development contracts that will be recognized based on the terms and conditions of each agreement.
Cost of sales for the three months ended June 30, 2004 consisted of $17,725 of product costs and $6,800 of service costs, consisting mostly of research and development labor funded in part by OEM development agreements. Although we do not anticipate any significant future contract losses, we cannot guarantee that we can maintain positive gross margins in the future or with future customers.
Gross profit for the first three months of fiscal 2005 was $68,639 compared to $70,858 for the first three months of Fiscal 2004. Gross profit as a percent of sales for the first quarter of fiscal 2005 was 74% compared to 6% for the same period last year. The increase in gross profit can be attributed to the positive margins and royalty receipts on OEM products. Although we do not anticipate any significant future contract losses we cannot guarantee that we can maintain positive gross margins in the future or with future customers.
Total operating expenses (consisting of research and related expenditures and selling and administrative expenses) for the three months ended June 30, 2004, were $773,156, as compared to $580,091 for the three months ended June 30, 2003. Selling and administrative costs aggregated $346,241 for the first three months of fiscal 2003 compared to $379,426 in the prior period. The $33,185 decrease in selling and administrative costs resulted primarily from the decrease in personnel and benefit costs.
Research and related expenditures for the three months ended June 30, 2004 were $426,915, as compared to $200,665 for the three months ended June 30, 2003. The increase of $226,250 can be attributed to an increase of $23,000 for outside engineering services and the allocation of personnel costs of $180,453 to cost of goods in fiscal 2004. Research and development costs are subject to significant quarterly variations depending on the use of outside services, the assignment of engineers to development projects, reimbursement by OEM contracts and the availability of financial resources.
We reported an operating loss of $704,517 for the three months ended June 30, 2004, as compared to an operating loss of $509,233 for the three months ended June 30, 2003. The increase in operating loss resulted primarily from the delay in orders that have since been placed and are currently being manufactured and shipped. We believe, but we can not guarantee, that our strategy of investing in OEM and ODM developments with supply or royalty provisions will continue to provide positive margins in future periods. The timing and amount of product sales and the recognition of contract service revenues impact our operating losses. Accordingly, there is uncertainty about future operating results and the results for the three months are not necessarily indicative of operating results for future periods or the fiscal year.
We reported reduced interest expense of $30,179 for the three months ended June 30, 2004 versus $35,166.
We reported a loss on disposal of assets of $36,713 for the three months ended June 30, 2003 due to the shut-down of our wedig.com music site.
We reported a loss for the first three months of fiscal 2005 of $734,697 as compared to a loss of $581,112 for the prior first three months of fiscal 2004.
The loss attributable to Common Stockholders for the three months ended June 30, 2004 and 2003 was $782,153 and $642,612, respectively. Included in the loss available to Common Stockholders for the period ending June 30, 2004 were accrued dividends on the Series D and Series E stock of $38,039 and $9,418, respectively. Included in the loss available to Common Stockholders for the period ending June 30, 2003 were accrued dividends of $61,500 on the Series D stock issued in December 2002.
Liquidity and Capital Resources
At June 30, 2004, we had working capital deficit of $1,228,886 compared to a working capital deficit of $1,096,104 at March 31, 2004. We had no working capital invested in inventory at June 30, 2004. Cash used in operating activities for the three month period ended June 30, 2004 was $437,677 resulting primarily from the $734,696 loss for the period, an increase of $801,627 in prepaid expenses and other, a decrease of $21,168 in deferred revenue and a decrease of $25,749 in accrued employee benefits offset by a decrease of $33,857 in accounts receivable, an increase of $76,432 in other accounts payable and an increase of $1,035,625 in customer deposits. During the three months ended June 30, 2004, the Company purchased $8,138 in property and equipment.
For the three months ended June 30, 2004, cash provided by financing activities was $664,650 resulting primarily from $660,000 proceeds from issuance of 12% Subordinated Promissory Notes, and $4,650 proceeds from exercise of stock options. For the three months ended June 30, 2004, net cash and cash equivalents increased by $218,835.
At June 30, 2004, we had net accounts receivable of $2,294 as compared to $36,151 at March 31, 2004. The decrease in receivables is attributed to the Company's policy to grant payment upon receipt terms to its OEM customers. Receivables can vary dramatically due to the timing of product shipments and contract arrangements on development agreements.
At June 30, 2004, we had cash and cash equivalents of $686,789. Other than cash and cash equivalents and accounts receivable, we have no material unused sources of liquidity at this time. We have no material commitments for capital expenditures or resources. Based on our cash position assuming (a) continuation of existing OEM arrangements, and (b) currently planned expenditures and level of operation, we believe we will require approximately $1,000,000 of additional funds for the next twelve months of operations plus amounts required to make payments on the 15% Unsecured Note and the 12% Subordinated Promissory Note. However, actual results could differ significantly from management plans. We believe we may be able to obtain additional funds from future product margins from branded and OEM product sales but actual future margins to be realized, if any, and the timing of shipments and the amount and quantities of shipments, orders and reorders are subject to many factors and risks, many outside our control. We have a forebearance agreement on the $750,000 principal and accrued interest on the 15% Unsecured Note and the timing and schedule of amounts due thereafter are not currently known. Accordingly we may need to seek equity or debt financing in the next twelve months for working capital if product margins are insufficient and we may need to seek equity or debt financing for payments of the 15% Unsecured Note (or renegotiate terms thereon) and other obligations reflected on our balance sheet.
There can be no guarantee that we will be able to raise additional equity or debt financing, if required, and/or renegotiate the terms of debts as they arise. We may also require additional capital to finance future developments and improvements to our technologies or develop new technologies.
Should additional funds not be available, we may be required to curtail or scale back staffing or operations. Failure to obtain additional financings will have a material adverse affect on our Company. Potential sources of such funds include exercise of outstanding warrants and options, or debt financing or additional equity offerings. However, there is no guarantee that warrants and options will be exercised or that debt or equity financing will be available when needed. Any future financing may be dilutive to existing stockholders.
Future Commitments and Financial Resources
We have an accrued lease liability of $515,000 that arose in the normal course of business for equipment delivered to the Company. This amount is approximately five years old. The accrued lease liability reflects management's best estimate of amounts due for matters in dispute. Settlement of this liability may either be more or less than the amount recorded in the audited consolidated financial statements and accordingly may be subject to measurement uncertainty in the near term.
In the future, if our operations increase significantly, we may require additional funds. We also may require additional capital to finance future developments, acquisitions or expansion of facilities. We currently have no plans, arrangements or understandings regarding any acquisitions.
In September 2000, we entered into a three-year sublease agreement, which expired on July 31, 2003. From the date of expiration until December 2003, the Company leased the property on a month-to-month basis. On January 1, 2004, the Company amended the lease for approximately 7,750 square feet with an aggregate monthly payment of $9,291 inclusive of utilities and costs expiring on July 31, 2006.
Certain Factors That May Affect Our Business, Future Results and Financial Condition
In addition to the other information in this Form 10-Q, the factors listed below should be considered in evaluating our business and prospects. This Form 10-Q contains a number of forward-looking statements that reflect our current views with respect to future events and financial performance. These forward-looking statements are subject to certain risks and uncertainties, including those discussed below and elsewhere herein, that could cause actual results to differ materially from historical results or those anticipated. In this report, the words "anticipates," "believes," "expects," "intends," "future" and similar expressions identify forward-looking statements. Readers are cautioned to consider the specific factors described below and not to place undue reliance on the forward-looking statements contained herein, which speak only as of the date hereof. We undertake no obligation to publicly revise these forward-looking statements, to reflect events or circumstances that may arise after the date hereof.
Financial Risks
We Have a History of Losses and May Incur Future Losses. We have incurred significant operating losses in prior fiscal years and at June 30, 2004 had an accumulated deficit of $69.0 million. We had losses of approximately $3.5 million, $6.7 million and $5.8 million in fiscal 2004, 2003 and 2002, respectively. To date, we have not achieved profitability and given the level of operating expenditures and the uncertainty of revenues and margins, we will continue to incur losses and negative cash flows in future periods. The failure to obtain sufficient revenues and margins to support operating expenses could harm our business.
We do not Anticipate Paying Dividends. We have never paid any cash dividends on our Common Stock and do not anticipate paying any cash dividends in the foreseeable future. We currently intend to retain any future earnings to fund the development and growth of our business. An investment in our Common Stock, therefore, may be more suitable for an investor that is seeking capital appreciation rather than current yield and, as a consequence, may be more speculative. Accordingly, investors should not purchase our Common Stock with an expectation of receiving regular dividends.
We Expect Our Operating Results To Fluctuate Significantly - Our quarterly and annual operating results have fluctuated significantly in the past and we expect that they will continue to fluctuate in the future. This fluctuation is a result of a variety of factors, including the following:
o Unpredictable demand and pricing for our contract development services
o Market acceptance of our OEM/ODM products by end users
o Uncertainties with respect to future customer product orders, their timing and the margins to be received, if any
o Fluctuations in operating costs
o Changes in research and development costs
o Changes in general economic conditions
o Changes in technology
o Short product lifecycles
We May Experience Product Delays, Cost Overruns and Errors Which Could Adversely Affect our Operating Performance and Ability to Remain Competitive. We have experienced development delays and cost overruns associated with contract development services in the past. We may experience additional delays and cost overruns on current projects or future projects. Future delays and cost overruns could adversely affect our financial results and could affect our ability to respond to technological changes, evolving industry standards, competitive developments or customer requirements. Our technology, the results of our contract services and the products produced for OEM/ODM customers could contain errors that could cause delays, order cancellations, contract terminations, adverse publicity,
reduced market acceptance of products, or lawsuits by our customers or others who have acquired our products, including OEM/ODM products.
We May Need to Obtain Additional Financing to Continue Operating our Business. We believe that with cash on hand and proceeds from existing development and production contracts and product sales, we have sufficient proceeds to meet cash requirements for the next six months. However, we may need to raise additional funds to:
o Finance unanticipated working capital requirements
o Pay for increased operating expenses or shortfalls in anticipated revenues
o Fund increases in research and development costs
o Develop new technology, products or services
o Respond to competitive pressures
o Support strategic and industry relationships
o Fund the marketing of our products and services
In the event additional funds are required, we cannot assure you that such additional financing will be available on terms favorable to us, or at all. If adequate funds are not available to us then we may not be able to continue operations or take advantage of opportunities. If we raise additional funds through the sale of equity, the sale of Common Stock hereunder, the percentage ownership of our stockholders will be reduced.
Unless We Obtain Adequate Financing and Increase Our Revenues We May Be Unable to Continue as a Going Concern. We have experienced substantial reduction is cash, projected revenues and increased costs that adversely affected our results of operations and cash flows. Our Company has suffered recurring losses from operations. This factor, in combination with (i) reliance upon debt and new equity financing to fund the continuing, losses from operations and cash flow deficits, (ii) material net losses and cash flow deficits from operations during fiscal 2004, fiscal 2003 and prior years and (iii) the possibility that we may be unable to meet our debts as they come due, raise substantial doubt about our ability to continue as a going concern. Our Company's ability to continue as a going concern is dependent upon our ability to obtain adequate financing and achieve a level of revenues, adequate to support our capital and operating requirements, as to which no assurance can be given. In the event we are unable to continue as a going concern, we may elect or be required to seek protection from our creditors by filing a voluntary petition in bankruptcy or may be subject to an involuntary petition in bankruptcy. To date, management has not considered this alternative, nor does management view it as a likely occurrence. Our auditors have included in their report an explanatory paragraph describing conditions that raise substantial doubt about our ability to continue as a going concern.
Risks Related to Sales, Marketing and Competition
We May Be Unable to Successfully Compete in the Electronic Products Market Which is Highly Competitive and Subject to Rapid Technological Change. We compete in the market for electronics products which is intensely competitive and subject to rapid technological change. The market is also impacted by evolving industry standards, rapid price changes and rapid product obsolescence. Our competitors include a number of large foreign companies with U.S. operations and a number of domestic companies, many of which have substantially greater financial, marketing, personnel and other resources. Our current competitors or new market entrants could introduce new or enhanced technologies or products with features that render the Company's technology or products obsolete or less marketable, or could develop means of producing competitive products at a lower cost. Our ability to compete successfully will depend in large measure on our ability to maintain our capabilities in connection with upgrading products and quality control procedures and to adapt to technological changes and advances in the industry. Competition could result in price reductions, reduced margins, and loss of contracts, any of which could harm our business. There can be no assurance that we will be able to keep pace with the technological demands of the marketplace or successfully enhance our products or develop new products that are compatible with the products of the electronics industry.
We Rely on a Limited Number of Customers for Revenue. Historically, a substantial portion of our revenues has been derived primarily from a limited number of customers. For the three months ended June 30, 2004 and 2003 two customers accounted for approximately 88% and 72% of revenues, respectively. The failure to receive orders for and produce OEM/ODM products or a decline in the economic prospects of our customers or the products we may produce for sale may have a material adverse effect on our operations.
If We Are Unsuccessful in Achieving Market Acceptance of Our Products, It Could Harm Our Business. Sales and marketing strategy contemplates sales of developed products to the electronics and computer software market, by e.Digital or its . . .
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